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      <td class="contentHeader"><h2>User agreement for Buyer and Seller</h2></td>
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      <td class="content" ><br /><p>Your User Agreement<br />
The following describes the terms on which Swapen offers you  access to our services.<br /><br />
          <strong>Introduction</strong><br />
          Welcome to Swapen. By using the services on the Swapen  website you are agreeing to the following terms, including those available by  hyperlink, with Swapen.com and the general principles for the websites. If you  reside outside of the United States, you are contracting Swapen.com. If you  have any questions, please refer to our Help section. <br />
          Before you may become a member of Swapen,  you must read and accept all of the terms and conditions in, and linked to,  this User Agreement and the Privacy Policy. We strongly recommend that, as you  read this User Agreement, you also access and read the linked information. By  accepting this User Agreement, you also agree that your use of some Swapen-branded  websites or websites we operate may be governed by separate user agreements and  privacy policies. The agreement that applies on any of our domains and sub-domains  is always the agreement that appears in the footer of each website. <br />
          This Agreement is effective on August  13, 2009, for current users, and upon acceptance for new users. <br /><br />
          <strong>Using  Swapen </strong><br />
          While using Swapen, you will not: </p>
        <ul type="disc">
            <li>post content or items in an inappropriate category or       areas on our sites and services; </li>
            <li>violate any laws, third party rights, or our policies       such as the <a href="http://pages.ebay.com/help/policies/items-ov.html">Prohibited and Restricted Items</a> policies; </li>
            <li>use our sites or services if you are not able to form       legally binding contracts, are under the age of 18, or are temporarily or       indefinitely suspended from our sites; </li>
            <li>fail to deliver items purchased from you, unless the       buyer fails to meet the posted terms, or you cannot authenticate the Buyers       identity; </li>
            <li>manipulate the price of any item or interfere with       other user's listings; </li>
            <li>circumvent or manipulate our fee structure, the billing       process, or fees owed to Swapen; </li>
            <li>post false, inaccurate, misleading, defamatory, or       libelous content (including personal information);</li>
            <li>take any action that may undermine the feedback or       ratings systems (such as displaying, importing or exporting feedback       information off of the sites or using it for purposes unrelated to Swapen); </li>
            <li>transfer your Swapen account (including feedback) and       User ID to another party without our consent;</li>
            <li>distribute or post spam, chain letters, or pyramid       schemes; </li>
            <li>distribute viruses or any other technologies that may       harm Swapen, or the interests or property of Swapen users; </li>
            <li>copy, modify, or distribute content from the Sites and Swapen's       copyrights and trademarks; or </li>
            <li>harvest or otherwise collect information about users,       including email addresses, without their consent. </li>
        </ul>
          <p><strong>Abusing  Swapen </strong><br />
            Swapen and the Community work together to keep our sites and  services working properly and the Community safe. Please report problems,  offensive content, and policy violations to us. <br />
            Swapen's  wants  to ensure that listed items do not infringe  upon the copyright, trademark or other rights of third parties. If you believe  that your rights have been violated, please notify us.<br />
            Without limiting other remedies, we  may limit, suspend or terminate our service and user accounts, prohibit access  to our website, delay or remove hosted content, and take technical and legal  steps to keep users off the sites if we think that they are creating problems,  possible legal liabilities, or acting inconsistently with the letter or spirit  of our policies. We also reserve the right to cancel unconfirmed accounts or  accounts that have been inactive for a long time. <br /><br />
  <strong>Fees  and Services </strong><br />
            Joining Swapen and listing items is free. We do charge fees  for using other services, such as advertisement, esthetics, and more. When you  list an item or use a service that has a fee you have an opportunity to review  and accept the fees that you will be charged based on our <a href="http://pages.ebay.com/help/sell/fees.html">Fees schedule</a>,  which we may change from time to time. Changes to that Policy are effective  after we provide you with at least fourteen days' notice by posting the changes  on the Swapen site. We may choose to temporarily change the fees for our  services for promotional events (for example, free listing days) or new  services, and such changes are effective when we post the temporary promotional  event or new service on the sites. <br />
            Unless otherwise stated, all fees  are quoted in U.S. Dollars. You are responsible for paying all fees and  applicable taxes associated with our sites and services in a timely manner with  a valid payment method. If your payment method fails or your account is past  due, we may collect fees owed using other collection mechanisms. (This includes  charging other payment methods on file with us, retaining collection agencies  and legal counsel, and for accounts over 31 days past due, deducting the amount  owed from your Amazon Payments account balance.) <br />
            Sellers have the responsibility to  cover costs of posting fees within 31 days. After the period has passed Swapen  and Amazon Payments have the right to charge, credit card on file. If the  credit card has expired or delinquent, we have the authority to limit use or  suspend account. <br /><br />
  <strong>Content </strong><br />
            When you give us content, you grant us a non-exclusive,  worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through  multiple tiers) right to exercise the copyright, trademark, publicity, and  database rights (but no other rights) you have in the content, in any media  known now or in the future.<br />
            For the convenience of sellers/merchants,  we may offer catalogs of stock images, descriptions and product specifications,  which are provided by third-parties. While we try to offer reliable data, we  cannot promise that the catalogs will always be accurate and up-to-date. If you  choose to include catalog content in your listings, you will be responsible for  ensuring that your listings are accurate and do not include misleading  information. You agree that you will not hold our catalog providers responsible  for inaccuracies in their catalogs. The catalogs may include copyrighted,  trademarked or other proprietary materials. You may use the catalogs only for  informational purposes and only in connection with your Swapen listings. You  may not use catalog content in a way that infringes or violates anyone’s  proprietary rights. <br />
            Swapen uses random searches to catch  and prevent inappropriate posts. If Swapen doesn’t catch illegal items or if  the Seller/Merchant posts an illegal item for sale in context, you should  always contact Swapen before purchasing the item. We are not responsible for  posting items on behalf of Sellers/Merchants. If an illegal post is found we  will remove the post and possibly close Seller/Merchant account. Fraudulent  postings may occur from time to time and may cause the buyer lost time and  money. We are not responsible for fraudulent postings since Swapen is a tool  used both to buy and sell products. If the seller/merchant falsely represents  product(s), Swapen is in no way responsible for the outcome of a transaction.  All posts created by Sellers represent their own/merchant/individual products  and services guided by sole responsibility to sell according to the laws of  Swapen. Failure to do so will cause action by Swapen and are not limited to  suspension or closure of account.</p>
          <p><strong>Liability </strong><br />
            You will not hold Swapen responsible for other users'  content, actions or inactions, or items they list. You acknowledge that we are  not a traditional market place. Instead, the sites&nbsp;are a venue to allow  anyone to offer, sell, and buy just about anything, at anytime, from anywhere,  in a variety of pricing formats and venues, such as stores, fixed price formats  and auction-style formats upon availability. We are not involved in the actual  transaction between Buyers, sellers, and merchants. We have no control over and  do not guarantee the quality, safety or legality of items advertised, the truth  or accuracy of users’ content or listings, the ability of sellers/merchants to  sell items, the ability of Buyers to pay for items, or that a buyer or seller/merchant  will actually complete a transaction. <br />
            Swapen is not responsible for credit card neither fraud nor  identity theft. Amazon Payments which is a third party handles all of our  transactions. Therefore all payment data is stored on Amazon's database not  Swapen. If the seller/merchant posts Buyers personal information on Swapen, we  are not responsible for the exposure. Please contact Swapen to have your personal  data removed.<br />
            We do not transfer legal ownership  of items from the seller/merchant to the buyer, and nothing in this agreement  shall modify the governing provisions of California Commercial Code § 2401(2)  and Uniform Commercial Code § 2-401(2), under which legal ownership of an item  is transferred upon physical delivery of the item to the buyer by the seller/merchant.  Unless the buyer and the seller/merchant agree otherwise, the buyer will become  the item's lawful owner upon physical receipt of the item from the seller/merchant,  in accordance with California Commercial Code § 2401(2) and Uniform Commercial  Code § 2-401(2). Further, we cannot guarantee continuous or secure access to  our services, and operation of the sites may be interfered with by numerous  factors outside of our control. Accordingly, to the extent legally permitted,  we exclude all implied warranties, terms and conditions. We are not liable for  any loss of money, goodwill, or reputation, or any special, indirect, or  consequential damages arising out of your use of our sites and services. Some  jurisdictions do not allow the disclaimer of warranties or exclusion of  damages, so such disclaimers and exclusions may not apply to you. <br />
            Regardless of the previous  paragraph, if we are found to be liable, our liability to you or to any third  party is limited to the greater of (a) the total fees you paid to us in the 12  months prior to the action giving rise to the liability, and (b) $100. <br /><br />
  <strong>Release </strong><br />
            If you have a dispute with one or more users, you release us  (and our officers, directors, agents, subsidiaries, joint ventures and  employees) from claims, demands and damages (actual and consequential) of every  kind and nature, known and unknown, arising out of or in any way connected with  such disputes. If you are a California resident, you waive California Civil  Code §1542, which says: &quot;A general release does not extend to claims which  the creditor does not know or suspect to exist in his favor at the time of  executing the release, which if known by him must have materially affected his  settlement with the debtor.&quot; <br /><br />
  <strong>Access  and Interference </strong><br />
            The sites contain robot exclusion headers. Much of the  information on the sites is updated on a real-time basis and is proprietary or  is licensed to Swapen by our users or third parties. You agree that you will  not use any robot, spider, scraper or other automated means to access the sites  for any purpose without our express written permission. <br />
            Additionally, you agree that you  will not: </p>
          <ul type="disc">
            <li>take any action that imposes or may impose (in our sole       discretion) an unreasonable or disproportionately large load on our       infrastructure; </li>
            <li>copy, reproduce, modify, create derivative works from,       distribute, or publicly display any content (except for Your Information)       from the sites without the prior expressed written permission of Swapen       and the appropriate third party, as applicable; </li>
            <li>interfere or attempt to interfere with the proper       working of the sites or any activities conducted on the sites; or </li>
            <li>bypass our robot exclusion headers or other measures we       may use to prevent or restrict access to the sites. </li>
          </ul>
          <p><strong>Privacy</strong><br />
            We do not sell or rent your personal information to third  parties for their marketing purposes without your explicit consent. We use your  information only as described in the <a href="http://pages.ebay.com/help/policies/privacy-policy.html">Swapen Privacy Policy</a>. We view protection of users' privacy as a very important  community principle. We store and process your information on computers located  in the United States that are protected by physical as well as technological  security devices. You can access and modify the information you provide us and  choose not to receive certain communications by signing-in to your account. We  use third parties to verify and certify our privacy principles. For a complete  description of how we use and protect your personal information, see the <a href="http://pages.ebay.com/help/policies/privacy-policy.html">Swapen Privacy Policy</a>. If you object to your Information being transferred or  used in this way please do not use our services. Each buyer agrees when a  product is purchased to disclose: Full name(s) and address for product delivery</p>
          <p><strong>Indemnity </strong><br />
            You will indemnify and hold us (and our officers, directors,  agents, subsidiaries, joint ventures and employees), harmless from any claim or  demand, including reasonable attorneys' fees, made by any third party due to or  arising out of your breach of this Agreement, or your violation of any law or  the rights of a third party. <br /><br />
  <strong>No  Agency </strong><br />
            No agency, partnership, joint venture, employee-employer or  franchiser-franchisee relationship is intended or created by this Agreement. Sellers  on our site are not agents who represent Swapen as an individual entity that  sells products. <br />
  <strong>Notices </strong><br />
            Except as explicitly stated otherwise, legal notices shall  be served on Swapen's national registered agent (in the case of Swapen) or to  the email address you provide to Swapen during the registration process (in  your case). Notice shall be deemed given 24 hours after email is sent, unless  the sending party is notified that the email address is invalid. Alternatively,  we may give you legal notice by mail to the address provided during the  registration process. In such case, notice shall be deemed given three days  after the date of mailing. </p>
          <p>&nbsp;</p>
          <p><strong>Resolution  of Disputes </strong><br />
            If a dispute arises between you and Swapen,  our goal is to provide you with a neutral and cost effective means of resolving  the dispute quickly. Accordingly, you and Swapen agree that we will resolve any  claim or controversy at law or equity that arises out of this Agreement or our  services (a &quot;Claim&quot;) in accordance with one of the subsections below  or as we and you otherwise agree in writing. Before resorting to these  alternatives, we strongly encourage you to first contact us directly to seek a  resolution by going to the <a href="http://pages.ebay.com/help/newtoebay/about-support.html">About Customer Support </a>help  page. We will consider reasonable requests to resolve the dispute through  alternative dispute resolution procedures, such as mediation or arbitration, as  alternatives to litigation. Please contact the Seller/Merchant if your item has  not been received within a reasonable time frame. If the seller/merchant  doesn’t respond then report a dispute after 7 calendar days. Amazon Payments  handles all of our disputes and will investigate for recourse. If the  Seller/Merchant agrees on an offer proposed by a Buyer and the transaction  fails to go through, no action can be taken against Swapen. The Seller/Merchant  should be contacted by the buyer to work out a solution if possible. If the  buyer still feels wrong-doing a posting of a poor rating towards the  Seller/Merchant should be applied by the buyer. Another option for a buyer is  to make a complaint with Swapen. The Seller/Merchant account will go into  review and if multiple complaints are made against Seller/Merchant the account  has a possibility of being closed after a thorough investigation by Swapen. The  only way a Buyer can cancel an order is if they contact the Seller/Merchant.  Plus the Buyer agrees to follow all of the binding agreements within the www.swapen.com/agreement.</p>
          <ul type="disc">
            <li><strong>Law and Forum for Disputes</strong> - This Agreement shall be governed in all respects by       the laws of the State of California as they apply to agreements entered       into and to be performed entirely within California between California       residents, without regard to conflict of law provisions. You agree that       any claim or dispute you may have against Swapen must be resolved by a       court located in Santa Clara County, California, except as otherwise       agreed by the parties or as described in the Arbitration Option paragraph       below. You agree to submit to the personal jurisdiction of the courts       located within Santa Clara County, California for the purpose of       litigating all such claims or disputes. </li>
            <li><strong>Arbitration Option</strong> - For any claim (excluding claims for injunctive or other equitable       relief) where the total amount of the award sought is less than $10,000,       the party requesting relief may elect to resolve the dispute in a cost       effective manner through binding non-appearance-based arbitration. In the       event a party elects arbitration, they shall initiate such arbitration       through an established alternative dispute resolution (&quot;ADR&quot;)       provider mutually agreed upon by the parties. The ADR provider and the       parties must comply with the following rules: a) the arbitration shall be       conducted by telephone, online and/or be solely based on written       submissions, the specific manner shall be chosen by the party initiating       the arbitration; b) the arbitration shall not involve any personal       appearance by the parties or witnesses unless otherwise mutually agreed by       the parties; and c) any judgment on the award rendered by the arbitrator may       be entered in any court of competent jurisdiction.</li>
            <li><strong>Improperly Filed Claims</strong> - All claims you bring against Swapen must be resolved       in accordance with this Resolution of Disputes Section. All claims filed       or brought contrary to the Resolution of Disputes Section shall be       considered improperly filed. Should you file a claim contrary to the       Resolution of Disputes Section, Swapen may recover attorneys' fees and       costs up to $1000, provided that Swapen has notified you in writing of the       improperly filed claim, and you have failed to promptly withdraw the       claim. </li>
          </ul>
          <ul>
            <li><strong>Seller  Obligation</strong></li>
          </ul>
          <p>Sellers  representing Merchants/Individuals for sale of products must act in a fiduciary  duty to the owner in order to maximize their profits. If the seller/merchant  falsely represents product(s), Swapen will take appropriate action which may  include closure of the account. At that point the Merchant and or Individual  have recourse with the seller and are able to provide negative feedback. Plus  the Seller agrees to follow all of the binding agreements within the  www.swapen/agreements.</p>
          <p><a href="http://pages.ebay.com/help/policies/feedback-ov.html">Rules  about Feedback</a>- Feedback will be given as an  option or request by Buyers, Merchants, and or Sellers.  Rules on Feedback as any other may change at  any time with limited notice.</p>
          <ul>
            <li>Positive,  Neutral, or Negative will be given as a determination of eligibility to  continue to sell or buy products</li>
            <li>Merchants,  Buyers, and Seller must maintain a 70% </li>
            <li>Leave  comments</li>
          </ul>
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